International Rectifier 8-K 2007
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 2007
INTERNATIONAL RECTIFIER CORPORATION
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
(b) Dr. Alex Lidow resigned as Chief Executive Officer and as a Director of Registrant effective October 2, 2007.
Registrant and Dr. Lidow entered into a separation agreement in connection with his resignation. Under the separation agreement, Dr. Lidow will receive accrued salary, bonus and vacation through the date of his resignation. In addition, all of Dr. Lidows options to purchase shares of the Registrants common stock that had not already been vested were vested, and Dr. Lidow will be entitled to exercise his vested options until the later of eighteen months from the date of his resignation or ninety days following the date on which the Registrant becomes current in its periodic reports with the Securities and Exchange Commission. The foregoing description is not complete and is qualified in its entirety by reference to the separation agreement which is filed as Exhibit 99.1 hereto and incorporated herein by this reference.
5.02(e) The number, exercise price, original vesting date and expiration date of the stock options referred to in Item 5.02(b) that became vested pursuant to the separation agreement are:
Item 7.01. Regulation FD Disclosure.
On October 2, 2007, the Registrant issued a press release announcing the resignation of Dr. Lidow, referred to in Item 5.02 above. A copy
of the press release is attached as Exhibit 99.2 to this report.
The information in this Item 7.01 of this report on Form 8-K, including Exhibit 99.2, will not be treated as filed for the purposes of the Securities Exchange Act of 1934 (the Exchange Act). This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this report. The furnishing of the information in this Item 7.01 of this report is not intended to and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material investor information that is not otherwise publicly available.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.